HLSQ 8-K
Tessera Defense & Homeland Security Inc. (HLSQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 10, 2026, BiomX Inc. (the “Company”) received a written notice from NYSE Regulation stating that it had accepted the Company’s plan to regain compliance with the continued listing standards of the NYSE American LLC ("NYSE American").
The Company submitted a compliance plan to NYSE American on April 24, 2026. NYSE Regulation accepted the plan and granted the Company a plan period through September 25, 2027 to regain compliance with the applicable continued listing standards.
As previously disclosed, on March 25, 2026, the Company received written notice from NYSE Regulation that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American LLC Company Guide (the “Company Guide”), which require a listed company to maintain specified levels of stockholders’ equity. The notice was based on the Company’s reported stockholders’ deficit of $(1,302,000) as of December 31, 2025 and its losses from continuing operations and/or net losses in its five most recent fiscal years then ended. The Company was also not eligible for any exemption from the stockholders’ equity requirements under Section 1003(a) of the Company Guide.
During the plan period, the Company’s common stock will continue to be listed and traded on NYSE American, subject to the Company’s compliance with the initiatives and conditions set forth in the compliance plan and continued periodic review by NYSE Regulation. Until the Company regains compliance, a “.BC” (below compliance) indicator will be disseminated with the Company’s ticker symbol, and the Company will be included on the NYSE American’s list of noncompliant issuers published on the Exchange’s website. If the Company does not regain compliance with the applicable continued listing standards by the end of the plan period, or does not make progress consistent with the compliance plan during the plan period, NYSE Regulation may initiate delisting proceedings.
The Company is committed to taking the actions set forth in the plan and intends to use all reasonable efforts to regain compliance with the applicable continued listing standards within the plan period. [The Company can provide no assurances that it will be able to make progress with respect to its Plan that the NYSE Regulation will determine to be satisfactory, that it will regain compliance with Section 1003(a)(i), (ii) or (iii) of the Company Guide during the Plan Period, or that developments and events occurring subsequent to the Company’s formulation of the Plan or its acceptance by NYSE Regulation will not adversely affect the Company’s ability to make sufficient progress and/or regain compliance with the aforementioned sections of the Company Guide during the Plan Period or result in the Company’s failure to be in compliance with other NYSE American continued listing standards.
Item 7.01. Regulation FD Disclosure.
On June 12, 2026, the Company issued a press release announcing that NYSE Regulation had accepted the plan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of BiomX Inc., dated June 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BiomX Inc. | ||
| Date: June 12, 2026 | ||
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
BiomX Announces NYSE American Acceptance of Plan to Regain Compliance
NETANYA, Israel, June 12, 2026 - BiomX Inc. (NYSE American: PHGE) (“BiomX” or the “Company”) today announced that the Company’s previously-submitted plan (the “Plan”) to regain compliance with NYSE American LLC’s listing standards was accepted, including plan compliance period through September 25, 2027.
As previously reported, on March 25, 2026, the Company received written notice from NYSE American that it was not in compliance with Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide, which require a listed company to maintain specified levels of stockholders’ equity. The notice was based on the Company’s reported stockholders’ deficit of $(1.302 million) as of December 31, 2025, and its losses from continuing operations and/or net losses in its five most recent fiscal years then ended.
The Company submitted its Plan to NYSE Regulation on April 24, 2026. On June 10, 2026, NYSE Regulation notified the Company that it had accepted the Plan and granted the Company a plan period through September 25, 2027 to regain compliance with the applicable continued listing standards. During the plan period, the Company will be subject to periodic review by NYSE Regulation for compliance with the initiatives set forth in the Plan.
The Company’s common stock will continue to be listed and traded on the NYSE American during the plan period, subject to the Company’s compliance with the terms of the Plan and the other continued listing standards of the NYSE American Company Guide.
The acceptance of the Plan does not affect the Company’s business operations or its reporting obligations under the rules of the Securities and Exchange Commission. The Company intends to take the actions set forth in its Plan to evidence compliance with the applicable continued listing standards within the plan period.
About BiomX Inc.
BiomX Inc. is a company focused on acquiring and further developing technologies that identify, track, and counter physical threats across defense, security, critical infrastructure, and first-response sectors. The Company’s portfolio is built around the growing need for earlier and more accurate threat detection, particularly as UAVs and other autonomous systems play a larger role in defense and homeland security.
Forward-Looking Statements
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” within the meaning of the federal securities laws, including statements regarding BiomX’s ability to regain compliance with the continued listing standards of the NYSE American, the Company’s ability to execute the initiatives set forth in its compliance plan, the Company’s ability to maintain the listing of its common stock on the NYSE American during the plan period, and the Company’s business strategy, financial position and strategic opportunities. In some cases, you can identify forward-looking statements by terminology such as “will,” “would,” “expect,” “intend,” “plan,” “objective,” “believe,” “anticipate,” or comparable terminology referencing future events, conditions or circumstances, or the negative of such terms.
Although BiomX believes that it has a reasonable basis for the forward-looking statements contained in this press release, they are based on management’s current beliefs and expectations about future events and circumstances and are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control. Statements relating to the future performance of BiomX are subject to many factors, including but not limited to the Company’s ability to regain compliance with NYSE American continued listing standards within the applicable plan period, the possibility that NYSE Regulation may initiate delisting proceedings if the Company does not regain compliance or make progress consistent with its compliance plan, the sufficiency of working capital to realize the Company’s business plans and strategic opportunities, the going concern qualification in the Company’s financial statements, the Company’s ability to integrate and further develop acquired technologies, market acceptance and adoption of the Company’s technologies, competitive developments, changes in government and defense spending priorities, regulatory, export-control and geopolitical developments, the Company’s ability to penetrate its intended markets and execute its business strategy, and other risk factors. Risk factors described under “Risk Factors” in BiomX’s most recently filed Annual Report on Form 10-K, as supplemented by the Form 10-K/A filed with the SEC on April 30, 2026, the Current Report on Form 8-K filed with the SEC on May 5, 2026 and other filings with the Securities and Exchange Commission, may cause actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements in this press release.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. BiomX undertakes no obligation to update any forward-looking statement contained in this press release to reflect events that occur or circumstances that exist after the date of this press release, except as required by law.
Contact
Yair Ohayon